Common use of Legal Existence; Qualification; Compliance Clause in Contracts

Legal Existence; Qualification; Compliance. The Borrower will maintain (and will cause each Subsidiary of the Borrower to maintain) its corporate existence and good standing in the jurisdiction of its formation. The Borrower will qualify to do business and will remain qualified and in good standing (and the Borrower will cause each Subsidiary of the Borrower to qualify and remain qualified and in good standing) in each other jurisdiction where the failure so to qualify could (singly or in the aggregate with all other such failures) have a Material Adverse Effect. The Borrower will comply in all material respects with (and will cause each Subsidiary of the Borrower to comply with) its charter documents and by-laws. The Borrower will comply with (and will cause each Subsidiary of the Borrower to comply with) all applicable laws, rules and regulations (including, without limitation, ERISA and those relating to environmental protection) other than (a) laws, rules or regulations the validity or applicability of which the Borrower or such Subsidiary shall be contesting in good faith by proceedings which serve as a matter of law to stay the enforcement thereof and (b) those laws, rules and regulations to failure to comply with any of which could not (singly or in the aggregate) have a Material Adverse Effect.

Legal Existence; Qualification; Compliance. The Borrower will maintain (and will cause each Subsidiary of the Borrower to maintain) its corporate existence and good standing in the jurisdiction of its formationincorporation. The Borrower will qualify to do business and will remain qualified and in good standing (and the Borrower will cause each Subsidiary of the Borrower to qualify and remain qualified and in good standing) in each jurisdiction where the Borrower or such Subsidiary, as the case may be, maintains any facility, sales office, warehouse or other location and in each other jurisdiction where in which the failure so to qualify could (singly or in the aggregate with all other such failures) have a Material Adverse Effectmaterial adverse effect on the financial condition, business or prospects of the Borrower or any such Subsidiary. The Borrower will comply in all material respects with (and will cause each Subsidiary of the Borrower to comply withcomply) with its charter documents and by-lawslaws and, in all material respects, with all contractual requirements by which it or any of its properties may be bound. The Borrower will comply with (and will cause each Subsidiary of the Borrower to comply with) all applicable laws, rules and regulations (including, without limitation, ERISA and those relating to environmental protection) other than (ai) laws, rules or regulations the validity or applicability of which the Borrower or such Subsidiary shall be contesting in good faith by proceedings which serve as a matter of law to stay the enforcement thereof and (bii) those laws, rules and regulations to the failure to comply with any of which could not (singly or in the aggregate) have a Material Adverse Effectmaterial adverse effect on the financial condition, business or prospects of the Borrower or any such Subsidiary.

Legal Existence; Qualification; Compliance. The Borrower will maintain (and will cause each Subsidiary of the Borrower to maintain) its corporate existence and good standing in the jurisdiction of its formation. The Borrower will qualify to do business and will remain qualified and in good standing (and the Borrower will cause each Subsidiary of the Borrower to qualify and remain qualified and in good standing) in each other jurisdiction where the failure so to qualify could (singly or in the aggregate with all other such failures) have a Material Adverse Effect. The Borrower will comply in all material respects with (and will cause each Subsidiary of the Borrower to comply with) its charter documents and by-laws. The Borrower will comply with (and will cause each Subsidiary of the Borrower to comply with) all applicable laws, rules and regulations (including, without limitation, ERISA and those relating to environmental protection) other than (a) laws, rules or regulations the -15- validity or applicability of which the Borrower or such Subsidiary shall be contesting in good faith by proceedings which serve as a matter of law to stay the enforcement thereof and (b) those laws, rules and regulations to the failure to comply with any of which could not (singly or in the aggregate) have a Material Adverse Effect.